—] Shares AQUINOX PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between AQUINOX PHARMACEUTICALS (USA) INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
AQUINOX PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • March 12th, 2018 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AQUINOX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AQUINOX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • April 1st, 2015 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between AQUINOX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AQUINOX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 12th, 2018 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AQUINOX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AQUINOX PHARMACEUTICALS, INC. SALES AGREEMENTSales Agreement • April 1st, 2015 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
Aquinox Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AQUINOX PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 12th, 2018 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between AQUINOX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
LEASE AGREEMENTLease Agreement • March 12th, 2020 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this day of December, 2019, between ARE-EASTLAKE AVENUE NO. 3, LLC, a Delaware limited liability company (“Landlord”), and NEOLEUKIN THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2023 • Neurogene Inc. • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Neurogene Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
3,262,471 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,737,529 Shares of Common Stock Neoleukin Therapeutics, Inc. UNDERWRITING AGREEMENT July 1, 2020Underwriting Agreement • July 2nd, 2020 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2016 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of September 19, 2016, by and between Aquinox Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
Neoleukin Therapeutics, Inc. Common Stock ($0.000001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • November 4th, 2021 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • New York
Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.000001 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $40,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity Offering SM Sales Agreement together with any applicable Terms Agreement.
To: David Main [Address] Re: Employment AgreementEmployment Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
This Agreement contains the terms and conditions of your employment with Aquinox Pharmaceuticals Inc. These terms of employment will commence on the Commencement Date and will continue until terminated in accordance with the provisions of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2024 • Neurogene Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 4, 2024, by and among Neurogene Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2024 • Neurogene Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2024, is entered into by and among Neurogene Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
LEASE AGREEMENTLease Agreement • November 13th, 2019 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this _____ day of September, 2019, between ARE-EASTLAKE AVENUE NO. 3, LLC, a Delaware limited liability company (“Landlord”), and NEOLEUKIN THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 18th, 2023 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2023, is entered into by and among Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), [Rights Agent], as the Rights Agent, and [_________] as the Lease Representative.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2023 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Executive Employment Agreement (the “Agreement”), made between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Sean Smith (the “Executive” and, collectively with the Company, the “Parties”), is entered into as of August 3, 2022 (the “Effective Date”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • July 18th, 2023 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement.
ContractWarrant Agreement • November 4th, 2024 • Neurogene Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
5,350,000 Shares Aquinox Pharmaceuticals, Inc. COMMON STOCK, PAR VALUE $0.000001 PER SHARE UNDERWRITING AGREEMENT September 19, 2016Underwriting Agreement • September 20th, 2016 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 18th, 2023 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 17, 2023 (as the same may be amended from time to time, the “Merger Agreement”) with Project North Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Neurogene Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SECURITY AGREEMENTSecurity Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
AQUINOX PHARMACEUTICALS INC., a Canadian corporation incorporated under the federal laws of Canada and having its chief executive office at Suite 430, 5600 Parkwood Way, Richmond, British Columbia V6V 2M2
AMENDED AND RESTATED QUALIFICATION AND REGISTRATION RIGHTS AGREEMENTQualification and Registration Rights Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
WHEREAS, in connection with the execution and delivery of that certain Stock Subscription Agreement dated as of March 19, 2013 by and among the Company, the Canadian Company (as defined below) and certain of the Investors (the “Subscription Agreement”), the Company shall issue and sell shares of Series C Preferred Stock (as defined below) to certain of the Investors and the Canadian Company shall issue and sell Class C Exchangeable Shares (as defined below) to certain of the Investors;
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2023 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), dated as of April 3, 2023, amends that certain Employment Agreement (the “Agreement”), dated as of August 3, 2022, by and between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Sean Smith (the “Executive”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for JONATHAN G. DRACHMAN, MDExecutive Employment Agreement • April 17th, 2020 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Amended and Restated Executive Employment Agreement (the “Agreement”), made between Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and Jonathan G. Drachman, MD (the “Executive” and, collectively with the Company, the “Parties”), is entered into as of April 15, 2020 (the “Effective Date”) and amends and restates that certain executive employment agreement entered into between the Parties as of August 5, 2019 (the “Prior Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2024 • Neurogene Inc. • Pharmaceutical preparations • Delaware
This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2024 (the “Effective Date”), by and between Christine Mikail Cvijic (“Executive”) and Neurogene Inc. (the “Company”). This Agreement supersedes in its entirety the employment letter dated as of September 1, 2019.
LOAN AGREEMENTLoan Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
THIS LOAN AGREEMENT (this “Agreement”) dated as of October 23, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and AQUINOX PHARMACEUTICALS INC., a Canadian federal corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED & RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreements • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • July 18th, 2023 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and among Neurogene Inc., a Delaware corporation (the “Company”), Neoleukin Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement.
SECURITY AGREEMENTSecurity Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • California
This Security Agreement (this “Agreement”) is entered into as of October 23, 2013, by and between SILICON VALLEY BANK (“Bank”) and AQUINOX PHARMACEUTICALS (USA) INC., a Delaware corporation (“Pledgor”).
SCHEDULE A AQUINOX PHARMACEUTICALS INC. AQUINOX PHARMACEUTICALS (USA) INC. OPTION AGREEMENTOption Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations
THIS AGREEMENT (the “Option Agreement”), made on the date set forth below, by and between AQUINOX PHARMACEUTICALS INC., a corporation incorporated under the federal laws of Canada (“Aquinox Canada”), AQUINOX PHARMACEUTICALS (USA) INC., a Delaware corporation (“Aquinox US”), and the Optionee named below, pursuant to the Aquinox Joint Canadian Stock Option Plan dated as of June 8, 2007, as amended from time to time (the “Plan”), a copy of which is attached hereto. Capitalized terms not otherwise defined herein have the meaning as set forth in the Plan.
AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 28th, 2014 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
THIS AMENDMENT NO. 2 TO SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated for reference as of November 18, 2013 among Aquinox Pharmaceuticals Inc. (the “Canadian Company”), Aquinox Pharmaceuticals (USA) Inc. (the “U.S. Company”) and certain shareholders of the Canadian Company and U.S. Company identified as such on the signature page thereto (the “Shareholders”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 19th, 2023 • Neurogene Inc. • Pharmaceutical preparations • Washington
This Separation Agreement and Release (this “Agreement”) is made and entered into by and between Donna Cochener (“Employee”) and Neoleukin Therapeutics, Inc. (the “Company”). The parties agree as follows:
AGREEMENT AND PLAN OF MERGER among: AQUINOX PHARMACEUTICALS, INC., a Delaware corporation; APOLLO SUB, INC., a Delaware corporation; and NEOLEUKIN THERAPEUTICS, INC., a Delaware corporation Dated as of August 5, 2019Merger Agreement • August 6th, 2019 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 5, 2019, by and among AQUINOX PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), APOLLO SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NEOLEUKIN THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
